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to: <br />any committee. <br />(i) The filling of vacancies on the Board or <br />(ii) The fixing of compensation of the <br />directors for serving on the Board or on any committee. <br />(iii) The amendment or repeal of By -laws or <br />the adoption of new By -laws. <br />(iv) The appointment of other committees of <br />the Board or the members thereof. <br />Unless the Board of Directors shall otherwise provide: <br />regular meetings of any committee shall be held at such times <br />as are determined by the Board of Directors or by the <br />committee; special meetings of any committee shall be held at <br />the principal office of the Corporation, or at any place which <br />has been designated from time to time by resolution of the <br />committee or by written consent of all the members thereof, and <br />may be called by the chairman of the committee or a majority of <br />the members thereof, upon written notice to the members of the <br />committee of business to be transacted at and the time and <br />place of such special meeting, given in the manner provided for <br />the giving of written notice to members of the Board of <br />Directors of the time and place of special meetings of the <br />Board of Directors; vacancies in the membership of any <br />committee may be filled by the Board of Directors; and a <br />majority of the authorized number of members of any committee <br />shall constitute a quorum for the transaction of business. <br />Section 2. Number. The authorized number of directors <br />-3- <br />